Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Szot Matthew K
   2. Issuer Name and Ticker or Trading Symbol
S&W Seed Co [SANW] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Finance & Admin and CFO
(Last)
(First)
(Middle)
C/O S&W SEED COMPANY, 106 K STREET, SUITE 300		 3. Date of Earliest Transaction (Month/Day/Year)
10/01/2018
(Street)

SACRAMENTO, CA 95814		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/01/2018   M(1)   684 A $ 0 74,715 (2) D  
Common Stock 10/01/2018   M(1)   1,005 A $ 0 75,720 D  
Common Stock 10/01/2018   M(1)   1,039 A $ 0 76,759 D  
Common Stock 10/01/2018   F(3)   944 D $ 2.69 75,815 D  
Common Stock 10/01/2018   S(4)   1,100 D $ 2.46 74,715 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (5) 10/01/2018   M     684 01/01/2017(6) 10/01/2019(6) Common Stock 684 $ 0 2,738 D  
Restricted Stock Units (5) 10/01/2018   M     1,005 10/01/2017(7) 07/01/2020(7) Common Stock 1,005 $ 0 7,041 D  
Restricted Stock Units (5) 10/01/2018   M     1,039 10/01/2018(8) 07/01/2021(8) Common Stock 1,039 $ 0 11,430 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Szot Matthew K
C/O S&W SEED COMPANY
106 K STREET, SUITE 300
SACRAMENTO, CA 95814		       EVP Finance & Admin and CFO  

Signatures

 /s/ Matthew K. Szot   10/03/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents the settlement of restricted stock units ("RSUs") that vested on October 1, 2018 through the issuance of shares of common stock.
(2) Reflects the correction of an error in the number of shares beneficially owned. On January 16, 2018, the reporting person reported the sale of 1,100 shares under his Rule 10b5-1 trading plan. Subsequently, the Form 4s filed on April 3, 2018 and July 3, 2018 inadvertently overlooked that sale in the calculation of the total shares beneficially owned after the reported transactions. All transactions were timely reported. This entry updates and corrects the total shares owned by the reporting person.
(3) The reporting person is reporting the withholding of an aggregate of 944 shares of common stock that vested on October 1, 2018 pursuant to the three RSU awards referred to in Table II, but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the settlement of such RSU awards.
(4) The sale reported on this Form 4 was made pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
(5) Each RSU is the economic equivalent of one share of S&W Seed Company common stock. The closing price of SANW on the October 1, 2018 vesting date was $2.69.
(6) On October 5, 2016, the reporting person was granted 8,210 RSUs, of which 684 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including October 1, 2019, subject to the reporting person's continued service with the Issuer on each respective vesting date.
(7) On September 18, 2017, the reporting person was granted 12,066 RSUs, of which 1,005 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including July 1, 2020, subject to the reporting person's continued service with the Issuer on each respective vesting date.
(8) On August 31, 2018, the reporting person was granted 12,439 RSUs, of which 1,039 vested on October 1, 2018. The remaining unvested RSUs will continue to vest in equal installments on the first day of each quarter through and including July 1, 2021, subject to the reporting person's continued service with the Issuer on each respective vesting date.

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